Terrascope Ven. Management Discussions


GLOBAL ECONOMIC OUTLOOK:

As we know that the current situation is a developing mixed economy. The coronavirus pandemic is affecting millions and it is imperative to understand the unprecedented shockwave it has created shattering social structures and disrupting economies and markets, with the ripples felt by almost every individual, business and nation.

The Covid-19 outbreak in India has severely impacted the economy in myriad ways, with the lockdown halting the entire nation. It came at a time when the Indian economy was already slowing due to weaknesses in the financial sector and falling consumer demand for goods. Sectors already suffering, including logistics, aviation, transport, and tourism, are struggling to absorb the impact on the economy of the coronavirus pandemic

Efforts by the Indian government to flatten the virus curve through stringent lockdown measures will result in a steep economic contraction. In its April 2020 policy review, the Reserve Bank of India, warned: "The macroeconomic and financial landscape has deteriorated, precipitously in some areas."

In India, where weakness in credit from non-bank financial companies is expected to linger, growth is projected to slow to five per cent in fiscal year 2019- 20, and recover to 5.8 per cent the following fiscal year. The, activity was constrained by insufficient credit availability, as well as by subdued private consumption. The Indian Economy is expected to contract by 45 during 2020-2021the current financial year. GDP slowed to 3.15 in the last quarter. While we see a higher outlook for the region in 2021, this is mainly due to weak numbers this year, and this will not be a V shaped recovery. Government should undertake policy measures to reduce the negative impact of COVID 19 and ensure that no further waves of outbreak occur.

INDUSTRY STRUCTURE AND DEVELOPMENT

Commodity Business

Gold and other metals can be accessed in number of ways including traditional physical holdings, futures contracts, D-mat forms, ETFs and through correlated markets such as mining stocks. Each mode of holdings has its own advantages and disadvantages but with so many options available, investors of all types should be able to find a product to match their temperament. Trading in commodities futures has a long history. However, organized trading on an exchange started in 1848 with the establishment of the Chicago Board of Trade (CBOT). The first milestone in the 150 years rich history of organized trading in commodities in India was the constitution of the Bombay Cotton Trade Association in the year 1875. India had a vibrant futures market in commodities till it was discontinued in the mid 1960s, due to war, natural calamities and the consequent shortages.

IT Service

Traditionally, IT firms have been the main buyers of servers in the country, to be used for hosting applications they build and test for global clients. Many of them also maintain these applications for their clients. However, a shift towards renting software on the cloud by clients has led these firms to reduce investment in servers.

Server sales in India declined for the first time due to weak demand from IT services firms, whose clients are increasingly renting space on the cloud to host applications instead of setting up their own infrastructure. Due to the impact of the Covid-19 pandemic, growth in indias domestic software is expected to drop to 4.1 per cent in 2020, as compared to 2019 growth rate of 16.7 per cent

OPPORTUNITIES AND THREATS:

Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are:

Clients are more comfortable with uniform high quality and quick service and process across the enterprise. There are good prospects for expanding further activities in this direction.

Some of the key changes in the industry unfavorable to the company are:

Heightened competition Increasing Compliances

Attraction and retention of human capital. Regulatory changes

RISK & CONCERNS

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

In todays complex business environment, almost every business decision requires executives and managers to balance risk and reward. Effective risk management is therefore critical to an organizations success. Globalization with increasing integration of markets, newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management. Timely and effective risk management is of prime importance to our continued success. The sustainability of the business is derived from the following:

Identification of the diverse risks faced by the company.

The evolution of appropriate systems and processes to measure and monitor them. Risk Management through appropriate mitigation strategies within the policy framework.

Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review. Reporting these risk mitigation results to the appropriate managerial levels. There is the risk of loss from inadequate or failed systems, processes or procedures. These may be attributed to human failure or technical problems given the increase use of technology and staff turnover. Your company has in place suitable mechanisms to effectively reduce such risks. All these risks are continuously analyzed and reviewed at various levels of management through an effective information system.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal control systems are embedded in the processes across all functions in the Company. These systems are being regularly reviewed and wherever necessary are modified or redesigned to ensure better efficiency and effectiveness. The systems are subjected to supervision by the Board of Directors and the Audit Committee, duly supported by Corporate Governance. Company complies with all Applicable statutes, policies, procedures, listing requirements and management guidelines. It adheres to applicable accounting standards and polices.

HUMAN RESOURCES

Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Company has taken measures to prevent transmission of COVID-19 that apply to all workplaces and all people at the workplace include frequent hand-washing or disinfection, hand sanitizer, respiratory hygiene, physical distancing of at least 1 metre or more according to the national recommendations, wearing of masks where distancing is not possible, regular environmental cleaning and disinfections, and limiting unnecessary travel.

SEGMENT-WISE PERFORMANCE

The Company operates in two reportable segments i.e. Commodity Business and Finance Business. The Business Segments has been identified as separate segment in accordance with Accounting Standard 17 ‘Segment Reporting.

SUBSIDIARY COMPANY

As there are no subsidiaries of the Company, Investment made in Subsidiaries is NIL.

CAUTIONARY STATEMENT

This report contains forward-looking statements based on certain assumptions and expectations of future events. Actual performance, results or achievements may differ from those expressed or implied in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking.

BY ORDER OF THE BOARD
For Terrascope Ventures Limited
(Formerly Known as Moryo Industries Limited)
Sd/- Sd/
Byju C Nair PallaviGirkar
(Whole Time Director) (Director)
DIN: 06919679 DIN: 07456394

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

(In terms of Regulation 34(3) and Schedule V (E) of SEBI (LODR) Regulations, 2015) To, The Members of Terrascope Ventures Limited, (Formerly as Moryo Industries Limited),

We have examined the compliance of the conditions of Corporate Governance by Terrascope Ventures Limited formerly known as Moryo Industries Limited ("the Company") for the year ended 31st March, 2020 as stipulated in Regulations 17 to 27,clauses (b) to (i) of regulation 46(2) and paragraphs C and D of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(‘SEBI Listing Regulations).

Managements Responsibility

The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance as stipulated in the SEBI Listing Regulations.

Auditors Responsibility

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Report or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control(SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing Regulations during the year ended 31st March, 2020.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the company.

Restriction on Use

This certificate is issued solely for the purpose of complying with the aforesaid regulations. Our Certificate should not to be used for any other purpose or by any person other than the addressees of this Certificate. Accordingly, we do not accept or assume any liability or duty of care for any other purpose or to any other person to whom this Certificate is shown or into whose hands it may come without our prior consent in writing.

CEO/CFO CERTIFICATE

[Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To

The Members of

Terrascope Ventures Limited Formerly as Moryo Industries Limited

A. I Shyam Singh have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. D. We have indicated to the Auditors and the Audit committee that there is no:

Significant changes in internal control over financial reporting during the year;

Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and Instances of significant fraud of which we have become aware and the involvement therein; if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

ForTerrascope Ventures Limited
(Formerly as Moryo Industries Limited)
Sd/-
Shyamsingh R Singh
Executive Director & CFO
(DIN: 07858877)
Place: Mumbai
Date: 30/08/2020